China Merchants Securities Co.Ltd(600999) . Verification opinions of AVIC Securities Co., Ltd. on Avic Heavy Machinery Co.Ltd(600765) plans to jointly increase capital and share holding companies and related party transactions with related parties through public delisting
China Merchants Securities Co.Ltd(600999) , AVIC Securities Co., Ltd. (hereinafter referred to as the “sponsor”) as the sponsor of Avic Heavy Machinery Co.Ltd(600765) (hereinafter referred to as the ” Avic Heavy Machinery Co.Ltd(600765) ” or “company”) non-public offering of A-Shares in 2021, in accordance with the administrative measures for securities issuance and listing sponsor business, the Listing Rules of Shanghai Stock Exchange and other relevant laws According to the regulations and normative documents, Avic Heavy Machinery Co.Ltd(600765) plans to participate in the capital increase project and related party transactions of Guizhou Anji Aviation Precision Casting Co., Ltd. (hereinafter referred to as “aviation industry Anji”) through public delisting, and the verification opinions are as follows: I. overview of related party transactions
In order to improve the manufacturing process level and production capacity of key core products, strengthen the main business of precision casting, and improve the business robustness and anti risk ability, Anji aviation industry plans to increase its capital by means of non-public agreement and public entry transaction, with an increase of registered capital of no more than 238111110 yuan, The corresponding total capital to be introduced is 642.9 million yuan (including the amount of capital increased by AVIC group from the exclusive capital reserve allocated by the state), of which: no more than 8 strategic investors (excluding AVIC group, including the number of other original shareholders to participate in the capital increase) are collected through public entry transactions, and the newly added registered capital is no more than 2222222 million yuan, The total amount of funds planned to be introduced is about 600 million yuan; Aviation industry group, the former shareholder, transferred the exclusive capital reserve of 42.9 million yuan to capital by means of non-public agreement at the same time. The amount of registered capital to be increased this time shall not exceed 15888889 million yuan. After the capital increase, the registered capital of Anji aviation industry increased from 284714896 million yuan to no more than 522826007 million yuan.
The company plans to increase its capital and shares in aviation industry Anji by publicly delisting from Beijing Equity Exchange, and increase its capital to aviation industry Anji by 50 million yuan in cash. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Introduction to related parties
(I) introduction to related party relationship
In this transaction, aviation industry group, the former shareholder of aviation industry Anji, synchronously increased its capital by means of non-public agreement. The company is an enterprise controlled by aviation industry group. According to the stock listing rules of Shanghai Stock Exchange and other relevant regulations, this transaction constitutes a connected transaction with joint investment with related parties.
Up to the date of this connected transaction, the standards of the company and the same connected person or more than different connected persons in the past 12 months.
(II) basic information of related parties
Company name: China Aviation Industry Group Co., Ltd
Unified social credit code 91110 Berry Genomics Co.Ltd(000710) 935732k
The registered capital is 6.4 million yuan
Enterprise type: limited liability company (solely state-owned)
Registered address: building 19, yard 5, Shuguang Sili, Chaoyang District, Beijing
Legal representative: Tan Ruisong
Operating state-owned assets within the scope authorized by the State Council; Research, design, development, test, production, sales, maintenance, support and service of military aircraft and engines, guided weapons, military gas turbines, weapon equipment supporting systems and products; Investment and management in finance, leasing, general aviation services, transportation, medical treatment, engineering survey and design, engineering contracting and construction, real estate development and other industries; Design, research, development, test, production, sales and maintenance services of civil aircraft and engines, airborne equipment and systems, gas turbines, automobiles and motorcycles and engines (including parts), refrigeration equipment, electronic products, environmental protection equipment and new energy equipment; Equipment leasing; Engineering survey and design; Project contracting and construction; Real estate development and operation; Technology transfer and technical services related to the above businesses; Import and export business; Technical development and sales of ships; Engineering equipment technology development; Technological development of new energy products. (enterprises shall independently choose business items and carry out business activities according to law; for projects subject to approval according to law, they shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by industrial policies of this city.)
Ownership structure the state owned assets supervision and Administration Commission of the State Council holds 100%
3、 Basic information of the target enterprise of related party transactions
(I) basic information
Enterprise name: Guizhou Anji Aviation Precision Casting Co., Ltd
Unified social credit code 91520402730968769x
The registered capital is 284714896 million yuan
Enterprise type: other limited liability companies
Registered address: Caiguan Town, Xixiu District, Anshun City, Guizhou Province
Legal representative: Zhang Jianyi
Those prohibited by laws, regulations and decisions of the State Council shall not operate; If the license (examination and approval) is required by laws, regulations and decisions of the State Council, the business shall be operated on the basis of the license (examination and approval) documents after being approved by the examination and approval authority; If the laws, regulations and decisions of the State Council stipulate that there is no need for permission (examination and approval), the market entities shall choose to operate independently. Business scope (casting, machining, mould and various non-standard design and manufacturing, equipment manufacturing, maintenance, installation, physical and chemical testing, foreign trade; power transfer (carry out business activities according to the entrusted contents of power supply enterprises); Hot and cold processing, water and electricity and equipment installation and maintenance; Dynamic test; Sporadic infrastructure maintenance (those prohibited by laws and administrative regulations shall not be operated, and those restricted by laws and administrative regulations shall be operated after obtaining permission or approval))
(II) equity structure
Before this capital increase, the equity structure of Anji aviation industry is as follows:
No. shareholder name contribution amount (10000 yuan) shareholding ratio
1 AVIC 1056856 37.12%
2 Avic Heavy Machinery Co.Ltd(600765) 5,154.90 18.11%
3 AVIC Aviation Industry Investment Co., Ltd. 401606 14.11%
4 China Guizhou Aviation Industry (Group) Co., Ltd. 260000 9.13%
5 AVIC 257745 9.05%
6 central enterprise rural industry investment fund Co., Ltd. March 2008 7.05%
7 Anshun jinyinshan project investment consulting service center (limited partnership) 651.06 2.29%
8. Anshun xingjuxin project investment consulting service center (limited partnership) 452.60 1.59%
9. Anshun xingfuding project investment consulting service center (limited partnership) 442.81 1.56%
Total 2847149 100.00%
(III) main financial indicators
As of December 31, 2020, according to the audited data, the total assets of Anji aviation industry are 141148 million yuan, the total liabilities are 8173977 million yuan and the owner’s equity is 5940827 million yuan; In 2020, the operating income was 467687 million yuan, the total profit was 237098 million yuan, and the net cash flow from operating activities was 428861 million yuan.
As of December 31, 2021, according to the audited data, the total assets of Anji aviation industry are 1482591500 yuan, the total liabilities are 859464600 yuan and the owner’s equity is 623126900 yuan; In 2021, the operating income was 609808 million yuan, the total profit was 33.048 million yuan, and the net cash flow from operating activities was 497082 million yuan. (IV) general principles and methods for price determination of related party transactions
According to the asset appraisal report on the value of all shareholders’ equity involved in the proposed capital increase and share expansion of Guizhou Anji Aviation Precision Casting Co., Ltd. and the introduction of strategic investors (Zhonglian pingbao Zi [2021] No. 2741) issued by Zhonglian asset appraisal group Co., Ltd., with June 30, 2021 as the base date, after adopting the asset-based method, The assessed value of the net assets of Anji aviation industry is 7884547 million yuan. The capital increase price of aviation industry Anji shall not be lower than the evaluation result filed by the competent State-owned Assets Supervision and administration institution. The final capital increase price and corresponding shareholding ratio shall be subject to the public listing result (or preferred result), and the capital increase price of the original shareholder shall be the same as that of the external investor. 4、 Main contents and performance arrangements of related party transactions
The capital increase of aviation industry Anji is planned to take the form of non-public agreement and public entry transaction, and the registered capital will not exceed 238111110 yuan, of which the company plans to increase the capital of aviation industry Anji by 50 million yuan in cash by publicly delisting from Beijing Equity Exchange. After the capital increase, the registered capital of Anji aviation industry increased from 284714896 million yuan to no more than 522826007 million yuan.
As of the date of this announcement, the company has not signed relevant agreements.
5、 The purpose of this connected transaction and its impact on the listed company
The capital increase of Anji aviation industry will help to promote the industrial layout of the company in the forging and casting industry. At the same time, it can help the aviation industry Anji improve the manufacturing process level and production capacity of key core products, strengthen the main business of precision casting, improve the shareholder structure, optimize the allocation of resource elements, and improve the business robustness and anti risk ability. After the completion of this capital increase, the scope of the company’s consolidated statements will not be changed, there will be no significant adverse impact on the company’s future financial and operating conditions, and there will be no damage to the rights and interests of the company and all shareholders. 6、 Review procedures to be performed for related party transactions
1. Approval of the board of directors
The company held the 21st Meeting of the 6th board of directors on March 11, 2022, and deliberated and adopted the proposal on jointly increasing capital and equity participation companies and related party transactions with related parties through public delisting. Related directors Ji Suchun, Zhang Yusong and Liu Liang avoided voting on the case.
2. Independent directors approve and express independent opinions in advance
The independent directors of the company have approved in advance to submit relevant proposals to the board of directors for discussion, and issued independent opinions on the implementation of capital increase by aviation industry Anji: this related party transaction will help to improve the manufacturing process level and production capacity of key core products of aviation industry Anji and strengthen the main business of precision casting; At the same time, it can also alleviate the capital pressure and improve the company’s business stability and anti risk ability; It can improve the shareholder structure and optimize the allocation of resource elements without damaging the rights and interests of minority shareholders, which is in line with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange.
3. Approval of the board of supervisors
The company held the 19th interim meeting of the sixth board of supervisors on March 11, 2022, and deliberated and adopted the proposal on jointly increasing capital and equity participation companies and related party transactions with related parties through public delisting.
4. This capital increase does not need to be submitted to the general meeting of shareholders for approval.
7、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that: this joint capital increase and equity participation company and related party transactions with related parties through public delisting have been deliberated and adopted at the 21st Meeting of the sixth board of directors and the 19th meeting of the sixth board of supervisors, and the procedures of convening, convening and resolution of the board of directors and the board of supervisors comply with relevant laws, regulations and the articles of association, The independent directors of the company have expressed their explicit prior approval opinions and independent opinions on the above related party transactions. The above capital increase and related party transactions need not be submitted to the general meeting of shareholders for deliberation. The price of this connected transaction is fair, which is in line with the interests of the company and all shareholders, and there is no damage to the interests of minority shareholders.
In conclusion, the sponsor has no objection to the company’s participation in the capital increase project and related party transactions of aviation industry Anji precision casting company through public delisting.
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Sponsor representative:
Liu Zhao, Luo Shuang
China Merchants Securities Co.Ltd(600999) mm / DD / yyyy
